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Velo3D (NASDAQ: VELO) ties CEO option grant to $10B valuation, adds CIC pay

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Velo3D, Inc. granted Chief Executive Officer Arun Jeldi a new performance-based stock option covering 964,474 shares at an exercise price of $18.40 per share under its 2021 Equity Incentive Plan. The award vests only if the company reaches specified market capitalization milestones within five years: partial vesting at $1 billion, $3 billion, and $5 billion, with the final tranche tied to a $10 billion market capitalization, and requires Mr. Jeldi to remain in service through each milestone.

The company also approved change in control agreements for the CEO, Chief Financial Officer James Suva, and Chief Revenue Officer Michelle Sidwell. If their employment is terminated without cause or they resign for good reason around a change in control, they are entitled to a lump-sum cash payment based on base salary and target bonuses, full vesting of time-based equity awards, and 12 months of medical benefit premiums, subject to a release of claims and limitations intended to avoid excise taxes under golden parachute rules.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CEO performance option size 964,474 shares 2026 performance-based stock option award
Exercise price $18.40 per share Closing price on June 29, 2026 grant date
First vesting market cap $1 billion Triggers vesting of 10% of award
Second vesting market cap $3 billion Triggers vesting of additional 20% of award
Third vesting market cap $5 billion Triggers vesting of additional 30% of award
Final vesting market cap $10 billion Triggers vesting of final 40% of award
Medical benefits continuation 12 months Change in control severance benefit period
Option term 10 years Outside limit from grant date, subject to earlier cessation
performance-based stock option award financial
"granted to Arun Jeldi... a performance-based stock option award in respect of 964,474 shares"
market capitalization financial
"when the Company’s “market capitalization” (as defined in the award agreement) reaches $1 billion"
Market capitalization is the total market value of a company’s outstanding shares, calculated by multiplying the current share price by the number of shares issued. It gives a quick snapshot of a company’s size and how investors value it, influencing perceived risk, index membership, and roughly how much it might cost to buy the whole company — like using a sticker price to compare the relative size and price of different houses.
Change in Control Agreements financial
"authorized the Company’s entry into Change in Control Agreements with each of Mr. Jeldi, James Suva, and Michelle Sidwell"
good reason financial
"the executive’s resignation for “good reason,” in each case within the period"
golden parachute financial
"the so-called “golden parachute” rules of Sections 280G and 4999 of the Internal Revenue Code"
An executive severance package that guarantees large cash, stock, or benefit payments if top managers lose their job or face major changes in control, such as a takeover. Like a financial parachute that cushions a fall, it matters to investors because it can increase the cost of acquisitions, influence management’s willingness to accept or resist buyout offers, and affect company cash flow and shareholder value.
Sections 280G and 4999 financial
"would not trigger an excise tax under the so-called “golden parachute” rules of Sections 280G and 4999"
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FAQ

What is the size and exercise price of Velo3D (VELO) CEO Arun Jeldi’s 2026 performance award?
The award covers 964,474 shares with an exercise price of $18.40 per share. It is granted under Velo3D’s 2021 Equity Incentive Plan and only vests upon achieving specified market capitalization milestones within five years.

What market capitalization targets are tied to Velo3D (VELO) CEO’s performance-based stock option?
The option vests in tranches when market capitalization reaches $1 billion, $3 billion, $5 billion, and $10 billion. Each threshold unlocks 10%, 20%, 30%, and 40% of the award, respectively, if Arun Jeldi remains employed through each milestone.

Over what period can Velo3D (VELO) CEO’s 2026 performance award vest and be exercised?
The vesting milestones must be achieved within five years of the grant date. Once vested, the option is generally exercisable until the earlier of the 10th anniversary of grant or one year after Arun Jeldi’s service ends.

What severance benefits do Velo3D (VELO) executives receive under the new change in control agreements?
If terminated without cause or resigning for good reason around a change in control, executives receive a lump sum equal to base salary, target annual bonus, a pro-rated bonus, full vesting of time-based equity awards, and 12 months of medical benefit premiums.

Which Velo3D (VELO) executives are covered by the new change in control agreements?
The agreements cover CEO Arun Jeldi, CFO James Suva, and Chief Revenue Officer Michelle Sidwell. Each agreement provides similar change in control severance protections, subject to a release of claims and tax-related limitations.

How do Velo3D (VELO) golden parachute limitations affect executive change in control payments?
Change in control payments may be reduced to avoid excise taxes under Sections 280G and 4999. Reductions apply only if they leave the executive with a higher net after-tax amount than receiving full payments and paying the excise tax.
false000182507900018250792026-06-292026-06-29

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 29, 2026

 

Velo3D, Inc.

 

(Exact name of registrant as specified in its charter)

Delaware

 

001-39757

 

98-1556965

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

2710 Lakeview Court,

 

 

Fremont,

California

 

94538

(Address of principal executive offices)

 

(Zip Code)

(408) 610-3915

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common stock, $0.00001 par value per share

 

VELO

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Performance-Based Stock Option Award to CEO

 

On June 29, 2026, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Velo3D, Inc. (the “Company”) granted to Arun Jeldi, the Company’s Chief Executive Officer, a performance-based stock option award in respect of 964,474 shares of common stock (“Shares”) of the Company (the “2026 Performance Award”). The 2026 Performance Award is the award described in the Company’s Form 8-K/A filed with the Securities and Exchange Commission on April 27, 2026.

 

The 2026 Performance Award has an exercise price equal to $18.40 (the closing price of the Company’s Shares on the grant date) and was made under the Company’s 2021 Equity Incentive Plan. The award will vest and become exercisable upon the achievement of the following milestones within five years following the grant date: (i) the option will vest with respect to 10% of the Shares subject thereto when the Company’s “market capitalization” (as defined in the award agreement) reaches $1 billion; (ii) the option will vest with respect to an additional 20% of the Shares subject thereto when the market capitalization reaches $3 billion; (iii) the option will vest with respect to an additional 30% of the Shares subject thereto when the market capitalization reaches $5 billion; and (iv) the option will vest with respect to the final 40% of the Shares subject thereto when the market capitalization reaches $10 billion, provided in each case that Mr. Jeldi remains in service with the Company through the achievement of the applicable valuation milestone. Once vested, the award will generally remain exercisable until the earlier of the 10th anniversary of the grant date or the first anniversary of the cessation of Mr. Jeldi’s service with the Company.

 

The foregoing description of the 2026 Performance Award does not purport to be complete and is qualified in its entirety by reference to the full text of the award agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

Change in Control Agreements with CEO, CFO and Chief Revenue Officer

 

On June 29, 2026, the Compensation Committee authorized the Company’s entry into Change in Control Agreements with each of Mr. Jeldi, James Suva, the Company’s Chief Financial Officer, and Michelle Sidwell, the Company’s Chief Revenue Officer (each, a “CIC Agreement”). Each CIC Agreement provides that, in the event of a termination by the Company of the executive’s employment other than for “cause” or the executive’s resignation for “good reason,” in each case within the period beginning three months prior to and ending twelve months following a “change in control” (each as defined in the CIC Agreement), the executive will receive the following severance benefits: (1) a lump sum payment equal to (a) the executive’s then-current annual base salary, (b) the executive’s then-current target annual bonus, and (c) a pro-rata portion of the executive’s target annual bonus for the year of the termination, (2) vesting of any then outstanding and unvested time-based equity awards, and (3) 12 months of premiums for continued medical benefits.

 

The payment or provision of these severance benefits is conditioned on the executive’s execution of a general release of claims against the Company and its affiliates. These severance benefits, when combined with any other transaction-related compensation payable to the executive, will be reduced to the maximum amount that would not trigger an excise tax under the so-called “golden parachute” rules of Sections 280G and 4999 of the Internal Revenue Code, but only if such reduction would result in a greater net after-tax amount to the executive than if no reduction were made and the executive paid the excise tax.

 

The foregoing description of the CIC Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of those agreements, which are filed as Exhibits 10.2, 10.3 and 10.4 hereto and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description

10.1 Notice of Stock Option Grant and Stock Option Agreement between the Company and Arun Jeldi dated June 29, 2026

10.2 Change in Control Agreement between the Company and Arun Jeldi dated June 30, 2026

10.3 Change in Control Agreement between the Company and James Suva dated June 30, 2026

10.4 Change in Control Agreement between the Company and Michelle Sidwell dated June 30, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

Velo3D, Inc.

 

 

 

 

 

Date:

July 1, 2026

 

By:

/s/ James Suva

 

 

 

Name:

James Suva

 

 

 

Title:

Chief Financial Officer

 

 

Source: View Original Filing on SEC EDGAR

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